<B>UNITED STATES

FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 Under

The Securities Exchange Act of 1934


For the month of October, 2004


Commission File Number: 0-30324


Radware Ltd.

 (Translation of Registrant’s Name into English)


22 Raoul Wallenberg Street, Tel Aviv 69710, Israel

(Address of Principal Executive Offices)



Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:   

Form 20-F      X          Form 40-F___


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A


Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  

Yes _______ No   X


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A




CONTENTS


This report on Form 6-K of Radware Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:


1. Press Release: RADWARE LTD.  ANNOUNCES RECORD RESULTS, Dated October 25, 2004.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




RADWARE LTD.



Date: October 25, 2004

By: /s/ Meir Moshe

Meir Moshe

Chief Financial Officer




















EXHIBIT INDEX




Exhibit Number

Description of Exhibit


10.1

Press Release: RADWARE LTD.  ANNOUNCES RECORD RESULTS, Dated October 25, 2004.






EXHIBIT 10.1

Contact:  

Meir Moshe, Chief Financial Officer, Radware Ltd.

011-972-3766-8610

Dennis S. Dobson, for Radware Ltd.

(203) 255-7902


RADWARE LTD.  ANNOUNCES RECORD RESULTS


* Record Quarterly revenues of $17.6 million

* Record Quarterly profit of $3.6 million or $0.19 per diluted share


Tel Aviv, Israel, October 25, 2004 — Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring the availability, performance and security of networked applications across the enterprise, today reported its twelfth consecutive quarter of growth in revenues with record revenues of $17.6 million for the third quarter of 2004, an increase of 25% compared with revenues of $14.0 million for the third quarter of 2003, and a sequential increase of 8% vs. $16.3 million revenues for the second quarter of 2004.

Net profit for the third quarter of 2004 was $3.6 million, an increase of 96% compared with net profit of $1.9 million in the third quarter of 2003 and a sequential increase of 19% vs. net profit of $3.0 million in the second quarter of 2004.

Diluted net earnings per share for the third quarter of 2004 were $0.19, compared to $0.10 in the third quarter of 2003 and $0.16 in the second quarter of 2004.

The Company continued to maintain a positive operational cash flow, and in the third quarter of 2004 generated cash in the amount of $4.0 million, leading it to a balance of $149.2 million in cash, short-term and long-term bank deposits and marketable securities.

“We are pleased with our strong results and accelerated growth”, said Roy Zisapel, President and CEO, Radware. “Our strong earnings attest to the momentum we established with carriers and enterprises worldwide.”


During the quarter ended September 30, 2004, Radware released the following significant announcements:


St.George Bank Deploys Radware for Guaranteed Application Availability, Performance and Security


Radware Raises Guidance For Third Quarter Results


Radware Highlights Five Year Anniversary of NASDAQ Trading by Opening the NASDAQ Market


F5 Networks and Radware Settle Cookie Persistence Patent Lawsuit


Windows IT Pro Names Radware WSD Reader's Choice Award Winner


Radware Partners with Oracle to Deliver Optimized and Secure Enterprise Applications


Radware Introduces its Next Generation SynApps Architecture


Ace Hardware Eliminates Downtime with Radware Application Infrastructure Solution


Radware Files Patent Infringement Lawsuit Against F5 Networks



Company management will host a quarterly investor conference call at 8:45 AM (EDT) on October 25, 2004. The call will focus on financial results for the quarter ended September 30, 2004, and certain other matters related to the Company’s business.


The conference call will be webcast on October 25, 2004 at 8:45 AM (EDT) in the “listen only” mode via the Internet at:

http://www.radware.com/content/company/investorrelations/default.asp

    


About Radware

Radware (NASDAQ:RDWR) is the Global Leader in Intelligent Application Switching, enabling the complete security, maximum performance and full availability of all mission critical networked applications while dramatically cutting operating and scaling costs.

Radware’s integrated Application Security, Application Infrastructure and End-to-End Connectivity solutions are deployed by over 2,500 enterprises and carriers worldwide. Radware offers the broadest product line in the industry, meeting application needs at every critical point across the network, including Web and Application Servers, Firewalls, VPNs, ISP links, Anti-Virus Gateways and Cache.

Learn more on how Radware Intelligent Application Switching Solutions can enable the security, performance and availability of mission critical applications at

www.radware.com.


###


This press release contains forward-looking statements.  Such statements involve various risks that may cause actual results to differ materially.  These risks and uncertainties include, but are not limited to: market demand for the Company’s products, successful implementation of the Company’s products, economic and competitive factors, international market conditions, technological developments, the ability to finance operations and other factors which are detailed in the Company’s SEC filings.







 

Condensed Consolidated Balance Sheets

 

(U.S. Dollars in Thousands)

  


December 31, 2003

 


September 30,

2004

  

(Audited)

 

(Unaudited)

Current assets

    

Cash and cash equivalents

 

31,771

 

26,804

Short-term bank deposits

 

-

 

64,243

Short-term marketable securities

 

31,111

 

18,849

Trade receivables, net

 

9,690

 

11,654

Other receivables and prepaid   expenses

 


1,089

 


1,835

Inventories

 

2,998

 

3,583

  

76,659

 

126,968

Long-term investments

    

Long-term bank deposits

 

72,017

 

9,661

Long-term marketable securities

 

4,122

 

29,680

Severance pay funds

 

1,435

 

1,730

  

77,574

 

41,071

     

Property and equipment, net

 

3,479

 

3,720

Other assets, net

 

402

 

1,003

Total assets

 

158,114

 

172,762

     

Current liabilities

    

Trade payables

 

4,285

 

3,897

Deferred revenues, other payables and accrued expenses

 

11,897

 

14,343

  

16,182

 

18,240

     

Accrued severance pay

 

1,625

 

2,070

Minority interest

 

61

 

-

Total liabilities

 

17,868

 

20,310

     

Shareholders’ equity

    

Share capital

 

439

 

448

Additional paid-in capital

 

138,552

 

141,268

Accumulated other comprehensive loss

 

(38)

 

10

Retained earnings

 

1,293

 

10,726

Total shareholders’ equity

 

140,246

 

152,452

Total liabilities and shareholders' equity

 


158,114

 


172,762







Condensed Consolidated Statements Of Operations

(U.S. Dollars In thousands, except share and per share data)

  



For the Three months ended September 30, 2003



For the Three months ended September 30, 2004



For the Nine months ended September 30, 2003



For the Nine months ended September 30, 2004

  

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

      

Revenues

14,014

              17,572

39,775

49,392

Cost of revenues

              2,520

              3,130

              7,151

              8,789

Gross profit

                11,494      

            14,442

            32,624

            40,603

Research and development

2,147

2,660

6,189

7,464

Sales and marketing

              7,329

              7,989

              22,234

              23,496

General and administrative

              1,048

              1,192

              3,108

              3,250

Total operating expenses

              10,524

              11,841

              31,531

              34,210

Operating income

                970

                2,601

1,093

6,393

Financial income, net

                 919

              1,137

              2,832

              3,212

Income before taxes on income

1,889

3,738

3,925

9,605

Taxes on income

                      -

                 113

                      -

                  206

Income after taxes on income

1,889

3,625

3,925

9,399

Minority interest in losses (earnings) of a subsidiary


                     (39)


                             -


                  (73)


                    34

Net income

              1,850

              3,625

               3,852

               9,433


    

Basic net earnings per share

 $             0.11

 $             0.20

$               0.23

$               0.53

Weighted average number of shares used to compute basic net earnings per share


17,181,665    


18,055,063    


17,094,728


17,912,380


     

Diluted net earnings per share

 $             0.10

 $             0.19

 $              0.21

 $              0.48

Weighted average number of shares used to compute diluted net earnings per share




19,150,890    


19,399,481    


18,287,744


19,684,063